Exhibit 10.43

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                             NOTE PURCHASE AGREEMENT


                                  BY AND AMONG


                        THE CHILLICOTHE TELEPHONE COMPANY

                                       AND

                         NORTHERN LIFE INSURANCE COMPANY
                                       AND
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY





                          DATED AS OF NOVEMBER 1, 1993





                        THE CHILLICOTHE TELEPHONE COMPANY
                         $10,000,000 6.47% SENIOR NOTES
                              DUE NOVEMBER 1, 2005


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                                TABLE OF CONTENTS

1.    Purchase and Sale of Notes..............................................1
      (a)      The Notes......................................................1
      (b)      Purchases to be Several........................................2
      (c)      Late Payment...................................................2
      (d)      Manner of Payment..............................................2
      (e)      Payment on Non-Business Days...................................2

2.    Prepayments of the Notes................................................2
      (a)      Voluntary Prepayments With Premium.............................2
      (b)      Voluntary Prepayments upon Merger, Consolidation, etc..........2
      (c)      Manner of Effecting Voluntary Prepayment.......................3

3.    Representations and Warranties..........................................3
      (a)      Corporate Organization.........................................3
      (b)      Conflicting Agreements and Other Matters.......................3
      (c)      Due Authorization..............................................4
      (d)      Legal Proceedings..............................................4
      (e)      Financial Statements...........................................4
      (f)      Title to Assets................................................4
      (g)      Securities Matters.............................................4
      (h)      Licenses and Permits...........................................5
      (i)      No Defaults on Indebtedness....................................5
      (j)      Tax Returns....................................................5
      (k)      No Margin Stock................................................5
      (l)      ERISA Matters..................................................5
      (m)      Brokers and Finders............................................6
      (n)      Use of Proceeds................................................6
      (o)      Investment Company Act.........................................6
      (p)      Public Utility Holding Company Act, Federal Power Act..........6
      (q)      Full Disclosure................................................6

4.    Affirmative Covenants...................................................7
      (a)      Payment........................................................7
      (b)      Maintenance of Books and Records...............................7
      (c)      Inspection of Books and Records................................7
      (d)      Financial Information..........................................7
      (e)      Quarterly Financial Statements.................................7
      (f)      Annual Financial Statements....................................8
      (g)      Financial Certification........................................8
      (h)      Copies of Management Letters, Etc..............................8
      (i)      Copies of Regulatory Reports...................................8
      (j)      Corporate Existence............................................9
      (k)      Payment of Taxes and Claims....................................9

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      (l)      Maintenance of Properties and Licenses.........................9
      (m)      Insurance......................................................9
      (n)      Net Worth......................................................9
      (o)      Notice of Default..............................................9
      (p)      Exchange of Notes.............................................10
      (q)      Qualified Retirement Plans....................................10

5.    Negative Covenants.....................................................10
      (a)      Limitations on Funded Debt....................................10
      (b)      Limitations on Funded Debt of Subsidiaries....................10
      (c)      Subordination of Claims.......................................11
      (d)      Sale of Assets................................................11
      (e)      Merger and Consolidation......................................11
      (f)      Maintenance of Present Business...............................11
      (g)      Transactions with Affiliates..................................11
      (h)      Permitted Liens...............................................12
      (i)      Restricted Payments and Restricted Investments................13
      (j)      Fixed Charges.................................................13

6.    Conditions Precedent...................................................13

7.    Defaults...............................................................14

8.    Payments on and Registration and Transfer of Notes.....................16

9.    Expenses...............................................................16

10.   Delivery of Documents, Pro Rata Payments, Amendments and Consents......17
      (a)      Delivery of Documents.........................................17
      (b)      Pro Rata Payments.............................................17
      (c)      Amendments and Consents.......................................17

11.   Investment Purpose.....................................................17

12.   Definitions............................................................17

13.   Survival of Representations and Warranties.............................22

14.   Successors and Assigns.................................................22

15.   Notices................................................................22

16.   Governing Law..........................................................23

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17.   Counterparts...........................................................23

18.   Captions...............................................................23



APPENDIX I........Purchasers

APPENDIX II.......Allocation of Notes

SCHEDULE 3(D).....Legal Proceedings

EXHIBIT A.........Form of Note

EXHIBIT B.........Subsidiaries

EXHIBIT C.........Existing Debts and Liens

EXHIBIT D.... ....Existing Restricted Investments

EXHIBIT E.........Form of Opinion of Counsel to the Company


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                             NOTE PURCHASE AGREEMENT

                      RE: THE CHILLICOTHE TELEPHONE COMPANY

                         $10,000,000 6.47% SENIOR NOTES
                              DUE NOVEMBER 1, 2005

                          DATED AS OF NOVEMBER 1, 1993


TO THE PURCHASERS NAMED IN APPENDIX I HERETO:


Dear Sirs:

     The undersigned,  The Chillicothe  Telephone  Company,  an Ohio corporation
(herein called the  "Company"),  hereby  confirms its agreements set forth below
with the parties listed on Appendix I hereto  (herein called the  "Purchasers").
Reference is made to paragraph 12 hereof for  definitions of  capitalized  terms
used herein and not otherwise defined.

     1. PURCHASE AND SALE OF NOTES.

          (a) The Notes. Subject to the terms and conditions herein, the Company
will sell to each of the  Purchasers  on such date on or prior to  November  16,
1993,  as may be fixed by the  Purchasers  on at least three days' prior written
notice to the  Company,  or as may be mutually  agreed upon with the  Purchasers
(the date of sale being  herein  called  the  "Closing  Date"),  and each of the
Purchasers  will  purchase  from the Company on the Closing Date, at 100% of the
principal amount thereof, a promissory note of the Company (which, together with
any note or notes  issued in  substitution  therefor,  are  herein  collectively
called the "Notes" and individually a "Note"), in the principal amount specified
on Appendix II hereto, dated the Closing Date. The principal amount of the Notes
shall be due in five consecutive equal annual installments, each in an aggregate
amount  equal to  $2,000,000  payable on the lst day of  November in each of the
years 2001  through  2005,  inclusive.  The Notes shall bear  interest  from the
Closing Date until payment in full of the principal  amount  thereof at the rate
of 6.47 % per annum  (provided  that solely for the purpose of  determining  the
portion of annual interest allocable to any interest payment period, it shall be
assumed  that a year is  comprised  of 360 days and 12 30-day  months),  payable
semi-annually  on the 1st day of November and May,  commencing  May 1, 1994, and
continuing until payment in full of the principal amount of the Notes. The Notes
shall be subject to optional and mandatory  prepayment as hereinafter  provided,
shall in all  respects be subject to the terms of this  Agreement,  and shall be
substantially in the form of Exhibit A hereto.

          (b) Purchases to be Several.  The purchase of each of the Notes by the
respective  Purchasers  shall be separate and several,  but the purchase of each
Note shall be a condition concurrent to the purchase of each other Note.


<PAGE>

          (c) Late Payment. Any payment of principal or (to the extent permitted
by applicable  law)  interest on the Notes not paid when due,  whether at stated
maturity, by acceleration or otherwise, shall thereafter bear interest at a rate
per annum equal to 8.47%  (provided  that in no event shall such rate exceed the
maximum rate permitted by law).

          (d) Manner of Payment.  The Purchasers  will pay the purchase price of
the  Notes by wire  transfer  of  immediately  available  Federal  funds to such
accounts as shall be specified by the Company, or in such other funds or in such
other manner as may be mutually  agreed upon by the  Purchasers and the Company,
against delivery to the Purchasers of the Notes.

          (e)  Payment on  Non-Business  Days.  Whenever  any payment to be made
hereunder or under the Notes shall be stated to be due on a Saturday,  Sunday or
holiday for banks under the laws of the State of Minnesota or Ohio, such payment
may be made on the next succeeding business day.

     2. PREPAYMENTS OF THE NOTES.

          (a)  Voluntary  Prepayments  With  Premium.  The  Company  may, at its
option,  on any interest payment date on or after November 1, 1996.,  prepay the
Notes  in whole  or in part  (but if in part  only in the  aggregate  amount  of
$1,000,000 or integral multiples thereof), upon 30 days' prior written notice to
the holders of the Notes, and upon payment of a prepayment  premium equal to the
excess, if any, of (i) the amount equal to the present value of all installments
of principal and interest  which are avoided by such  prepayment,  determined by
discounting such payments of principal and interest at a rate per annum equal to
 .50% plus the Treasury Yield  Percentage,  over (ii) the principal  amount to be
prepaid. In no event shall such prepayment premium be less than zero.

          (b)  Voluntary  Prepayments  upon Merger,  Consolidation,  etc. In the
event the  holders  of the Notes do not  consent to any  merger,  consolidation,
acquisition, investment, recapitalization or reorganization, the result of which
would  violate any  covenant of this  Agreement  (a  "Prohibited  Transaction"),
within 90 days after written request from the Company for such consent,  then on
or before the earlier of (i) the date the  Company  consummates  the  Prohibited
Transaction,  or (ii) a date 150 days after the date the Company  has  requested
such  consent,  the Company  may,  at its  option,  prepay all Notes held by the
non-consenting Noteholders in whole, but not in part, upon 30 days prior written
notice to the holders of the Notes,  and upon payment of a premium  equal to the
excess, if any, of (i) the amount equal to the present value of all installments
of principal and interest  which are avoided by such  prepayment,  determined by
discounting such payments of principal and interest at a rate per annum equal to
 .25 % plus the Treasury Yield  Percentage,  over (ii) the principal amount to be
prepaid. In no event shall such prepayment premium be less than zero.

          (c) Manner of Effecting Voluntary Prepayment. In the event the Company
shall give notice of any  prepayment in accordance  with  paragraph 2(a) or 2(b)
above, such notice shall specify the principal amount of the Notes to be prepaid
(or, in the case of any prepayment  pursuant to paragraph  2(b), the Noteholders


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whose Notes are to be prepaid),  the paragraph  pursuant to which  prepayment is
being made,  and the date of proposed  prepayment,  and thereupon such principal
amount, together with accrued and unpaid interest thereon to the prepayment date
and together with the applicable  premium,  if any, shall become due and payable
on the prepayment  date. In the event any prepayment  pursuant to paragraph 2(a)
shall be less than the entire unpaid  principal  amount of the Notes, the amount
of such  prepayment  shall be applied pro rata on all Notes on the last maturing
required  installment  or  installments  of principal in inverse  order of their
maturity.

     3.  REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants to
the Purchasers as follows:

          (a)  Corporate  Organization.  The  Company and its  Subsidiaries  are
corporations  organized and existing and in good standing  under the laws of the
State of Ohio,  and are duly  qualified to do business and are in good  standing
under the laws of each state where the nature of the  business  done or property
owned require such qualification. The Company is organized under the laws of the
State  of  Ohio.  Exhibit  B  hereto  correctly  sets  forth  the  name  of each
Subsidiary,  its state of  incorporation  and the percentage of the  outstanding
capital stock of such Subsidiary owned by the Company or another Subsidiary. The
Company  does  not  own,  directly  or  indirectly,  more  than 1% of the  total
outstanding capital stock of any class of any other corporation.

          (b)  Conflicting  Agreements and Other Matters.  Neither the execution
and delivery by the Company of this Agreement and the Notes, nor the performance
or observance by the Company or any Subsidiary of any of the terms or conditions
of this Agreement or the Notes, will (i) conflict with, or result in a breach of
the terms, conditions or provisions of, or constitute a default under, or result
in any  violation  of,  or result  in the  creation  of any lien upon any of the
properties  or  assets  of  the  Company  or any  Subsidiary  pursuant  to,  the
Certificate  of  Incorporation  or Code of  Regulations  of the  Company  or any
Subsidiary, any award of any arbitrator, or any indenture, contract or agreement
(including  any  agreement  with  stockholders),  instrument,  order,  judgment,
decree,  statute, law, rule or regulation to which the Company or any Subsidiary
is subject,  or (ii) require any  registration or filing with, or any consent or
approval  of, any  Federal,  state or local  governmental  agency or  authority,
except  for the  Application  for  Consent  and  Authority  to  issue  and  sell
$10,000,000 of Senior Unsecured Notes to the Public Utilities Commission of Ohio
which was filed  August 25,  1993 and the  approval  thereof by such  Commission
which was obtained by the Company on October 7, 1993.

          (c) Due  Authorization.  The execution and delivery of this  Agreement
and the Notes have been duly authorized by all necessary corporate action of the
Company and its Subsidiaries.

          (d) Legal Proceedings. Except as listed on Schedule 3(d) hereto, there
are no  actions,  suits,  or  proceedings  pending or, to the  knowledge  of the
Company,  threatened  against  the  Company  or any of its  Subsidiaries  or any
property  of the Company or any of its  Subsidiaries  in any court or before any
Federal,  state,  municipal  or other  governmental  agency,  which,  if decided


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adversely  to the Company or any of its  Subsidiaries,  would have a  materially
adverse effect upon the Company or any of its  Subsidiaries or upon the business
or properties of the Company or any of its Subsidiaries. Neither the Company nor
any of its  Subsidiaries is in default with respect to any order of any court or
governmental agency.

          (e) Financial Statements.  The Company has furnished to the Purchasers
a  consolidated  balance  sheet,  statement of income and retained  earnings and
statement of cash flows of the Company and its  Subsidiaries  for the year ended
December 31, 1992,  certified by Arthur  Andersen & Co.,  independent  certified
public accountants, and unaudited consolidated and consolidating balance sheets,
statements of income and retained  earnings of the Company and its  Subsidiaries
for the six months ended June 30, 1993. Said financial statements fairly present
the  financial  condition  of the  Company and its  Subsidiaries  at the date(s)
thereof and the results of  operations of the Company and its  Subsidiaries  for
the period(s)  indicated,  all in conformity with generally accepted  accounting
principles consistently followed through the period(s) involved. There have been
no material  adverse  changes in the condition,  financial or otherwise,  of the
Company and its Subsidiaries since the latest balance sheet referred to.

          (f) Title to Assets.  The Company and its  Subsidiaries  have good and
marketable  title in fee  simple  to all  real  property  and good  title to all
personal  property  they  purport  to own,  including  (except as they have been
affected by  transactions in the ordinary course of business) all properties and
assets  reflected in the most recent balance sheet referred to in paragraph 3(e)
hereof. In the case of property used in their trades or businesses but not owned
by them, the Company and its Subsidiaries have a valid,  binding and enforceable
right to use  such  property  pursuant  to a  written  lease,  license  or other
agreement.  All of the assets of the Company and its  Subsidiaries  are free and
clear of all mortgages,  liens,  pledges,  charges and encumbrances  (other than
liens permitted by paragraph 5(h) hereof).

          (g)   Securities   Matters.   Neither  the  Company  nor  any  of  its
Subsidiaries  nor any agent  acting on the  behalf of the  Company or any of its
Subsidiaries  has  offered  the  Notes  or any  part  thereof,  or  any  similar
obligation  for sale to, or solicited any offers to buy such Notes,  or any part
thereof,  or any similar  obligation  from, any person or persons so as to bring
the  issue or sale of the  Notes  within  the  provisions  of  Section  5 of the
Securities  Act of 1933,  as  amended,  and  neither  the Company nor any of its
Subsidiaries  will sell or offer for sale any note or any similar  obligation of
the  Company  or any  Subsidiary  to, or  solicit  any offer to buy any  similar
obligation of the Company or any Subsidiary from, any person or persons so as to
bring the issue or sale of the Notes within the  provisions  of Section 5 of the
Securities Act of 1933, as amended.

          (h)  Licenses  and  Permits.  The  Company and its  Subsidiaries  have
procured  and are now in  possession  of all  licenses  or permits  required  by
federal,  state or local laws for the  operation  of the business of the Company
and its Subsidiaries in each jurisdiction  wherein the Company or any Subsidiary
is now conducting or proposes to conduct business.

          (i) No  Defaults on  Indebtedness.  Neither the Company nor any of its
Subsidiaries is in default in the payment of the principal of or interest on any
indebtedness  for  borrowed  money nor is in  default  under any  instrument  or


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agreement  under and subject to which any  indebtedness  for borrowed  money has
been  issued,  and no  event  has  occurred  under  the  provisions  of any such
instrument or agreement  which with or without the passing of time or the giving
of  notice,  or both,  constitutes  or  would  constitute  an  event of  default
thereunder.

          (j) Tax  Returns.  The  Company  and its  Subsidiaries  have filed all
federal and state income tax returns which,  to the knowledge of the officers of
the  Company,  are  required to be filed,  and have paid all taxes shown on said
returns and all assessments received by them to the extent that they have become
due. The federal income tax returns of the Company have been finally  determined
by the Internal  Revenue Service to be satisfactory  (or have been closed by the
applicable statute of limitations) for all years prior to and including the year
ended  1989.  No claims  have been  asserted  against  the Company in respect of
Federal income tax returns for any subsequent year.

          (k) No Margin Stock.  Neither the Company nor any of its  Subsidiaries
owns any Margin  Stock and none of the  proceeds  received by the Company or any
Subsidiary from the sale of the Notes will be used for the purpose of purchasing
or  carrying a Margin  Stock or for the  purpose of  reducing  or  retiring  any
indebtedness which was originally incurred to purchase a Margin Stock or for any
other  purpose not  permitted by  Regulation G (12 CFR Part 207) of the Board of
Governors of the Federal Reserve System, as amended from time to time.

          (l) ERISA Matters.  Each Plan of the Company and each ERISA  Affiliate
in which any employees of the Company or any ERISA Affiliate participate that is
subject to any provisions of ERISA is being  administered in accordance with the
documents  and   instruments   governing  such  Plan,  and  such  documents  and
instruments  are  consistent  with those  provisions  of ERISA and the  Internal
Revenue Code which have become effective and operative with respect to such Plan
as of the  date of this  Agreement.  No such  Plan  has  incurred  any  material
accumulated  funding  deficiency  within the  meaning  of  Section  302 of ERISA
(whether or not  waived),  and neither the Company nor any ERISA  Affiliate  has
incurred any material liability (including any material contingent liability) to
the PBGC in  connection  with any such Plan.  No such Plan nor any trust created
thereunder nor any trustee or administrator thereof has engaged in a "prohibited
transaction" within the meaning of ERISA or Section 4975 of the Internal Revenue
Code and the  issuance  and sale of the Notes as  contemplated  hereby  will not
constitute  a  "prohibited  transaction".  No such  Plan nor any  trust  created
thereunder  has been  terminated,  nor have there been any  "reportable  events"
within  the  meaning of  Section  4043 of ERISA  with  respect to any such Plan.
Neither the Company nor any ERISA Affiliate  contributes to or has any employees
who are covered by any "multiemployer  plan," as such term is defined in Section
3(37) of ERISA, and neither the Company nor any ERISA Affiliate has incurred any
withdrawal liability with respect to any such multiemployer plan.

          (m) Brokers and Finders.  Neither the Company, any agent acting on its
behalf nor any person  controlling,  controlled by or under common  control with
the  Company  has taken any  action  the  effect of which  would be to cause the
Purchasers to be liable for any broker's,  finder's or agent's fee or commission
in  connection  with  the  placement  of the  Notes  or any  other  transactions
contemplated  by  this  Agreement.   The  Company  has  retained  National  City
Investments  Corporation  as its agent for  placement of the Notes and is solely
responsible for any fees and expenses payable to such agent.



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          (n) Use of Proceeds.  The Company  will use the net proceeds  from the
sale of the Notes (i) to prepay  on the  Closing  Date all Debt of the  Company,
other than the Debt listed on Exhibit C hereto as  remaining  outstanding  after
the Closing Date, and (ii) for general corporate purposes.

          (o)  Investment  Company  Act.  Neither  the  Company  nor  any of its
Subsidiaries  is  an  "investment  company"  or a  company  "controlled"  by  an
"investment  company"  (as each of the  quoted  terms is  defined or used in the
Investment Company Act of 1940, as amended).

          (p) Public Utility Holding Company Act, Federal Power Act. The Company
is an operating  public  telephone  utility  subject to the  jurisdiction of the
Public Utilities Commission of Ohio and the Federal  Communications  Commission.
Neither the Company nor any of its  Subsidiaries is a "holding  company",  nor a
"subsidiary  company" of a "holding  company",  nor an "affiliate" of a "holding
company"  or of a  "subsidiary  company" of a "holding  company",  nor a "public
utility",  within the meaning of the Public Utility Holding Company Act of 1935,
as amended,  nor a "public utility" within the meaning of the Federal Power Act,
as amended.

          (q) Full Disclosure.  Neither this Agreement, the financial statements
referred to in paragraph  3(e) hereof,  nor any other  document,  certificate or
instrument  delivered to the  Purchasers  on behalf of the Company or any of its
Subsidiaries in connection with the  transactions  contemplated  hereby contains
any  untrue  statement  of a  material  fact or omits to state a  material  fact
necessary in order to make the statements contained therein not misleading.

     4. AFFIRMATIVE COVENANTS. The Company covenants and agrees that, so long as
any amount shall remain unpaid on any of the Notes, it will:

          (a) Payment. Duly and punctually pay or cause to be paid the principal
of and interest on the Notes and will duly and punctually perform or cause to be
performed all things on its part or on the part of any  Subsidiary to be done or
performed under this Agreement and the Notes.

          (b) Maintenance of Books and Records. At all times keep and cause each
Subsidiary  to keep proper  books of record and account in which full,  true and
correct entries will be made of their  transactions in accordance with generally
accepted  accounting  principles  applied on a consistent  basis  throughout the
periods involved.

          (c) Inspection of Books and Records.  At all  reasonable  times permit
and  cause  each  Subsidiary  to  permit  the  holders  of the  Notes  and their
representatives  to inspect its books and records and to make extracts therefrom
and to inspect its properties and operations.



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          (d)  Financial  Information.  From time to time furnish and cause each
Subsidiary  to  furnish  the  holders  of the Notes  with such  information  and
statements  as the  holders  of the  Notes  may  reasonably  request  concerning
performance  by it of the covenants and  agreements  contained in this Agreement
and the Notes,  and with copies of all financial  statements and reports that it
shall send or make available to its stockholders;  and in the event that written
notice of the  occurrence  of an Event of  Default  shall have been given to the
Company,  and the Company shall have notified the holders of the Notes that such
Event of Default has been  corrected,  the Company  shall,  upon  request of the
holders of at least 66 2/3% of the unpaid  principal  amount of the Notes at the
time outstanding, for the purpose of showing that such Event of Default has been
corrected,  furnish to the holders of the Notes a signed copy of an audit report
or, if such matter may be covered in a special report, a special report prepared
and certified by an  independent  certified  public  accountant  selected by the
Company and satisfactory to the holders of the Notes, confirming that such Event
of Default has been  corrected.  All expenses  incurred in connection  with such
report shall be borne by the Company.  Nothing in this paragraph 4(d),  however,
shall diminish,  defer,  postpone or otherwise limit the right of the holders of
the Notes to take any action permitted by paragraph 7 hereof.

          (e)  Quarterly  Financial  Statements.  Furnish to the  holders of the
Notes,  within 60 days after the close of each  quarterly  accounting  period in
each fiscal year of the Company and its Subsidiaries, (i) a consolidated balance
sheet and consolidated  statement of income and retained earnings reflecting the
financial  condition of the Company and its Subsidiaries at the end of each such
quarterly  period and the  results of  operations  during  such  period,  all in
reasonable  detail, and setting forth comparable figures for the same accounting
period  in the  preceding  fiscal  year,  and  (ii) a  separate  balance  sheet,
statement of income and retained  earnings for each  Subsidiary  reflecting  the
financial  condition of each Subsidiary at the end of such quarterly  period and
the results of  operation  during such period,  all in  reasonable  detail,  and
setting forth comparable figures for the same accounting period in the preceding
fiscal year.

          (f) Annual Financial Statements.  Furnish to the holders of the Notes,
as soon as  available,  but in any event within 120 days after the close of each
fiscal year of the Company,  duplicate signed copies of an audit report prepared
and  certified  (without  qualification  as to the scope of the audit) by Arthur
Andersen & Company or another firm of independent  certified public  accountants
of national  standing selected by the Company and satisfactory to the holders of
the Notes,  which report shall include a consolidated and consolidating  balance
sheet  of the  Company  and  its  Subsidiaries  as at  the  end  of  such  year,
consolidated and consolidating statements of income and retained earnings of the
Company and its Subsidiaries and  consolidated and  consolidating  statements of
cash flows of the Company and its Subsidiaries  reflecting the operations during
said year, all in reasonable detail and setting forth comparable figures for the
preceding  fiscal year, which report shall be accompanied by a statement by such
accounting firm certifying that in making the examination upon which such report
was based, no information came to its attention which to its knowledge indicated
a default under this Agreement had occurred or specifying any such default.

          (g)  Financial  Certification.  At the  time  of the  delivery  to the
holders of the Notes of the  reports  referred  to in  paragraphs  4(e) and 4(f)
hereof,  deliver to the holders of the Notes a  certificate  signed by its chief


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financial  officer,  certifying  that (s)he has reviewed the  provisions of this
Agreement  and  stating,  in his or her opinion,  if such be the fact,  that the
Company and its  Subsidiaries  have not been and are not in default as to any of
the provisions contained in this Agreement,  or, in the event the Company or its
Subsidiaries  is or was in default,  setting  forth the details of such default.
Such certificate  shall set forth the computations upon which such officer based
the  conclusion  that the  Company  and its  Subsidiaries  are and have  been in
compliance with paragraphs 4(n) and 5(a), (b), (d), (h), (i) and (j) hereof.

          (h) Copies of Management  Letters,  Etc. Furnish to the holders of the
Notes,  promptly  after  the  receipt  thereof  by the  Company,  copies  of all
management letters or similar documents  submitted to the Company by independent
certified  public  accountants  in  connection  with each annual and any interim
audit of the accounts of the Company or its Subsidiaries.

          (i) Copies of Regulatory Reports. Furnish to the holders of the Notes,
promptly after transmittal or filing thereof by the Company, copies of all proxy
statements, notices and reports as it shall send to its stockholders,  copies of
all registration  statements  (without  exhibits) and all reports which it files
with the  Securities  and Exchange  Commission or any other  regulatory  agency,
other  than  routine  reports  filed  with  respect to  employee  benefit  plans
(excepting  those annual reports with respect to each such plan requested by the
holders of the Notes in writing pursuant to paragraph 4(q) hereof).

          (j)  Corporate  Existence.  Maintain  and  cause  each  Subsidiary  to
maintain its  corporate  existence in good  standing  (except that the corporate
existence  of  any  Subsidiary  may  be  terminated  pursuant  to  a  merger  or
consolidation  permitted under paragraph 5(e) of this Agreement) and comply with
all  applicable  laws and  regulations  of the  United  States and of each state
thereof  and of each  political  subdivision  thereof  and of any and all  other
governmental authorities.

          (k) Payment of Taxes and Claims.  Pay and cause each Subsidiary to pay
before  they  become  delinquent  (a) all taxes,  assessments  and  governmental
charges or levies imposed on the Company, any Subsidiary or upon the property of
the  Company  or any  Subsidiary,  (b) all  claims or  demands  of  materialmen,
mechanics,  carriers,  warehousemen,  landlords and other like persons which, if
unpaid,  might  result in the  creation of a lien or charge upon any property of
the  Company  or any  Subsidiary;  and (c) all  claims,  assessments  or  levies
required to be paid by the Company or any Subsidiary  pursuant to any agreement,
contract,  law,  ordinance or  governmental  rule or  regulation  governing  any
pension,  retirement,  profit-sharing  or any similar plan of the Company or any
Subsidiary, provided that the Company or such Subsidiary shall have the right to
contest  in good  faith,  by  appropriate  proceedings  promptly  initiated  and
diligently  conducted  which will prevent the forfeiture or sale of any property
of the Company or such  Subsidiary  or any  material  interference  with the use
thereof by the Company or such Subsidiary, the validity, amount or imposition of
any of the  foregoing  items and upon such good faith contest to delay or refuse
payment  thereof,  if such reserve or other  appropriate  provision,  if any, as
shall be required by generally  accepted  accounting  principles shall have been
made therefor.



                                       8
<PAGE>

          (l)  Maintenance  of Properties  and Licenses.  Maintain and cause its
Subsidiary to maintain and keep its properties in good repair, working order and
condition,  and from time to time make all needful and proper repairs,  renewals
and replacements so that the business carried on in connection  therewith may be
properly and advantageously conducted at all times. The Company will do or cause
to be done all things  necessary to  preserve,  renew and keep in full force and
effect  the  rights,  licenses,  permits,  agency  agreements,  and trade  names
material to the conduct of its business  and maintain and operate such  business
properly  and  efficiently  and in  substantially  the  manner in which they are
presently conducted and operated.

          (m)  Insurance.  Maintain and cause each  Subsidiary  to maintain,  in
insurance  companies of recognized  standing,  insurance of types and in amounts
usually maintained by similar companies in similar businesses.

          (n) Net Worth. At all times maintain  Consolidated  Adjusted Net Worth
in an amount at least equal to $20,000,000.

          (o) Notice of  Default.  Give the  holders of Notes  prompt  notice in
writing of any  condition or event which  constitutes  an Event of Default under
paragraph 7 hereof,  or which,  after  notice or lapse of time,  or both,  would
constitute such an Event of Default.

          (p)  Exchange  of Notes.  At any time,  at its  expense  upon  written
request  of the  holder of a Note and  surrender  of the Note for such  purpose,
issue  new  Notes  in  exchange  therefor  in  such  denominations  of at  least
$1,000,000  as shall be  specified  by the holder of such Note,  in an aggregate
principal  amount  equal  to the  then  unpaid  principal  amount  of  the  Note
surrendered  and  substantially  in the  form of  Exhibit  A,  with  appropriate
insertions and variations,  and bearing interest from the date to which interest
has been paid on the Note surrendered.

          (q) Qualified Retirement Plans. Cause each Plan of the Company and any
ERISA  Affiliate in which any  employees  of the Company or any ERISA  Affiliate
participate  that is subject to any  provisions  of ERISA and the  documents and
instruments  governing each such Plan to be conformed to when necessary,  and to
be  administered in a manner  consistent with those  provisions of ERISA and the
Internal  Revenue  Code  which  may,  from time to time,  become  effective  and
operative  with  respect to such Plans;  and if  requested by the holders of the
Notes in writing  from time to time,  furnish to the holders of the Notes a copy
of any annual  report with respect to each such plan that the Company files with
the Internal  Revenue Service  pursuant to ERISA. The Company will not, and will
not permit any ERISA  Affiliate to (i) engage in any  "prohibited  transaction",
(ii) incur any "accumulated  funding  deficiency",  whether or not waived, (iii)
terminate any Plan in a manner which could result in the imposition of a lien on
any property of the Company or any ERISA Affiliate, or (iv) incur any withdrawal
liability in connection with any " multiemployer plan."

     5. Negative Covenants. The Company covenants and agrees that so long as any
amount  shall  remain  unpaid on the Notes,  it will not and will not permit any
Subsidiary to:



                                       9
<PAGE>

          (a) Limitations on Funded Debt. Create,  assume,  incur,  guarantee or
otherwise  become liable in respect of any Funded Debt other than (i) the Notes,
(ii)  Funded Debt  existing  on the Closing  Date and listed on Exhibit C hereto
(other  than such  Funded  Debt which is to be repaid  with the  proceeds of the
Notes), and (iii) Funded Debt of the Company to any Subsidiary or Funded Debt of
any  Subsidiary  to the Company or another  Subsidiary,  unless at the time such
Funded Debt is incurred,  and after giving effect thereto and application of the
proceeds thereof,  Consolidated Funded Debt would not exceed 55% of Consolidated
Total Capitalization.

          (b)  Limitations  on Funded Debt of  Subsidiaries.  In the case of any
Subsidiary,  create,  assume,  incur,  guarantee or otherwise  become  liable in
respect of any Funded  Debt  (other  than  Funded Debt to the Company or another
Subsidiary),  unless at the time such Funded Debt is incurred,  and after giving
effect thereto and the application of the proceeds thereof, the aggregate amount
of all such Funded Debt of Subsidiaries,  plus the aggregate amount of all other
Debt secured by liens permitted by paragraph 5(h)(vii) hereof,  would not exceed
20% of Consolidated Adjusted Net Worth.

          (c) Subordination of Claims.  Subordinate or permit to be subordinated
any claim against,  or obligation of another person, firm or corporation held or
owned by it to any other claim  against,  or  obligation  of, such other person,
firm or corporation.

          (d) Sale of Assets.  Sell,  lease,  transfer or  otherwise  dispose of
(collectively, a "Disposition"), all or any part of its assets (other than sales
or  dispositions in the ordinary course of business) if either (i) the aggregate
amount of all Dispositions in any fiscal year exceeds 10% of Consolidated  Total
Assets, or (ii) the aggregate amount of all Dispositions from and after the date
of this  Agreement  exceed 25% of  Consolidated  Total Assets,  except:  (i) any
Subsidiary may sell, lease or otherwise dispose of, all or a substantial part of
its assets to the  Company or another  Subsidiary;  (ii) the  Company  may sell,
lease, transfer or otherwise dispose of, all or a substantial part of its assets
if the net  proceeds  of such sales are used to  purchase  other  property  of a
similar nature of at least  equivalent value within one year of such sale; (iii)
the  Company  may  sell,  lease,  transfer  or  otherwise  dispose  of  all or a
substantial  part of its  assets  if the net  proceeds  of such sale are used to
prepay  Senior  Debt  (including  the Notes) on a pro rata  basis;  and (iv) the
Company may sell, lease,  transfer or otherwise dispose of a substantial part of
its assets pursuant to a final order by the Public Utilities  Commission of Ohio
or the Federal Communications Commission.

          (e)  Merger  and   Consolidation.   Merge  or  consolidate   with  any
corporation  provided that (i) any Subsidiary may be merged or consolidated with
the  Company  (if the  Company is the  surviving  corporation)  or with  another
Subsidiary  and  (ii)  the  Company  may  merge  or  consolidate   with  another
corporation if (A) the surviving  corporation  would be organized under the laws
of the  United  States  or any  state  thereof,  (B) the  surviving  corporation
expressly  assumes the  obligations  of the Company under this Agreement and the
Notes,  and (C)  immediately  following  the merger or  consolidation  and after
giving  effect  thereto (1) no event or  condition  would exist  which,  with or
without the lapse of time or the giving of notice,  or both, would constitute an
Event of  Default,  (2) the  Company  and it  Subsidiaries  would  be  permitted


                                       10
<PAGE>

pursuant to paragraph  5(a) hereof to incur at least $1.00 of additional  Funded
Debt,  and (3) the  Consolidated  Adjusted  Net  Worth  of the  Company  and its
Subsidiaries  would be no less than the  Consolidated  Adjusted Net Worth of the
Company and its Subsidiaries immediately prior to the merger or consolidation.

          (f) Maintenance of Present Business. Engage in any business other than
Existing Lines of Business, nor purchase or invest,  directly or indirectly,  in
any  substantial  amount of assets or  property  other than  assets or  property
useful and to be used in Existing Lines of Business.

          (g) Transactions with Affiliates. Except on terms no less favorable to
the Company than would be obtainable if no such relationship existed,  purchase,
acquire or lease any property from, or sell,  transfer or lease any property to,
loan or advance money to, or otherwise  deal with (i) any  director,  officer or
employee of the Company or any  Subsidiary  or (ii) any person who,  directly or
indirectly  either   individually  or  together  with  his  spouse,  his  lineal
descendants  and  ascendants  and  brothers  and sisters by blood or adoption or
spouses of such descendants, ascendants, brothers and sisters, beneficially owns
5% or more of the  voting  stock of the  Company  or (iii)  any  spouse,  lineal
descendant or ascendant,  brother or sister, by blood,  adoption or marriage, of
any person listed in clause (i) or (ii) above,  and spouses of such  ascendants,
descendants,  brothers  and  sisters  or (iv) any  company  in which any  person
described  in  clause  (i),  (ii) or (iii)  above  owns a 5% or  greater  equity
interest.

          (h) Permitted Liens. Create,  assume, or suffer to exist any mortgage,
pledge,  encumbrance,  lien,  security  interest  or charge of any kind  whether
presently effective, springing,  conditional or contingent (including any charge
upon property  purchased  under  conditional  sales  contracts,  title retention
agreements  or other  purchase  money  security  interests or under leases which
constitute  Capitalized  Lease  Obligations) upon any of its property or assets,
whether now owned or hereafter acquired, except:

               (i) liens for taxes or assessments or other governmental  charges
          or levies  not yet due or which are being  contested  in good faith by
          appropriate  proceedings promptly initiated and diligently  conducted,
          if such reserve or other  appropriate  provision,  if any, as shall be
          required by generally accepted  accounting  principles shall have been
          made therefor;

               (ii) other liens,  charges,  or  encumbrances  incidental  to the
          conduct  of  their  business  or the  ownership  of  their  respective
          properties  which were not incurred in  connection  with  borrowing of
          money or the  obtaining  of advances or credit and which do not in the
          aggregate  materially  detract from the value of their  properties  or
          materially impair the use thereof in the operation of the business;

               (iii)  liens on assets of any  Subsidiary  securing  Debt of such
          Subsidiary to the Company;



                                       11
<PAGE>

               (iv)  liens (i) on  property  of the  Company  or any  Subsidiary
          securing all or any part of the purchase price or cost of construction
          of such property  created  contemporaneously  with, or within 270 days
          after,  the  acquisition  or completion of  construction,  (ii) on any
          property existing at the time of acquisition thereof by the Company or
          any  Subsidiary,  (iii)  existing on the property of any Person at the
          time such Person is acquired  (whether by purchase of stock or assets,
          by  merger or  consolidation,  or  otherwise)  by the  Company  or any
          Subsidiary;  provided  that (A) none of such liens shall  encumber any
          other property or assets of the Company and its Subsidiaries,  and (B)
          the  principal  amount of the Debt  secured by any such lien shall not
          exceed 100% of the fair market value of the property  subject  thereto
          at the time such lien was created;

               (v)  presently  existing  liens  described  in  Exhibit  C hereto
          securing  existing Debt described in Exhibit C, and any  replacements,
          extensions   or  renewals  of  such  Debt;   provided   that  no  such
          replacement,  extension or renewal shall increase the principal amount
          thereof;

               (vi) liens on any  property  of the  Company;  provided  that the
          Company  shall have  granted to the  holders of the Notes a pari passu
          lien on the same  property,  and the  holders of any such lien and the
          holders  of  the  Notes  shall  have  entered  into  an  intercreditor
          agreement in form and substance reasonably satisfactory to the holders
          of the Notes providing for such pari passu ranking; and

               (vii) liens in addition to those permitted by clauses (i) through
          (vi) above,  Securing Debt of the Company or any Subsidiary,  provided
          that at the time of the incurrence of any such lien the sum of (i) the
          aggregate  principal  amount of all Debt secured by liens permitted by
          this clause (vii),  plus (ii) the  aggregate  amount of Funded Debt of
          Subsidiaries  incurred within the limitations of paragraph 5(b), shall
          not exceed 20% of Consolidated Adjusted Net Worth.

          (i) Restricted Payments and Restricted  Investments.  Declare or make,
or  incur  any  liability  to  make  any   Restricted   Payments  or  Restricted
Investments, except:

               (i) a Subsidiary may pay dividends to the Company; and

               (ii)  the  Company  and  its  Subsidiaries  may  make  Restricted
          Payments and Restricted  Investments,  provided that immediately after
          giving effect to any such Restricted Payment or Restricted Investment,
          (A) no Event of Default or event which with the passing of time or the
          giving of notice,  or both, would constitute an Event of Default shall
          exist,  (B) the  Company  would be able to  incur  at  least  $1.00 of
          additional  Funded  Debt  pursuant  to  paragraph  5(a),  and  (C) the
          aggregate amount of all Restricted Payments and Restricted Investments
          from and after  December  31, 1992 to and  including  the date of such
          Restricted  Payment or Restricted  Investment would not exceed the sum
          of (1)  $3,000,000,  plus (2) 60% of any Cumulative  Consolidated  Net
          Income,  minus (3) 100% of any Cumulative  Consolidated Net Loss, plus
          (4) the net proceeds to the Company from any issuance of capital stock
          after the Closing Date.



                                       12
<PAGE>

          (j)  Fixed  Charges.  Permit,  as of the end of each  fiscal  quarter,
Consolidated  Net  Income  Available  for  Fixed  Charges  for  the  immediately
preceding  twelve-month  period to be less than 250% of Fixed  Charges  for such
twelve-month period.

     6. CONDITIONS PRECEDENT.  The obligations of the Purchasers to purchase the
Notes, as provided in paragraph 1 hereof,  shall be subject to the satisfaction,
on or before the Closing Date, of the following conditions.

          (a) The representations and warranties contained in paragraph 3 hereof
shall be true and correct as of the Closing  Date;  the Company  shall not be in
default with respect to any of the provisions  hereof,  and there shall exist no
event which,  with the passage of time or the giving of notice,  or both,  would
constitute  such  a  default;  and  the  Company  shall  have  delivered  to the
Purchasers a certificate signed by a responsible  officer of the Company to such
effects.

          (b) The Purchasers shall have received from Squire, Sanders & Dempsey,
counsel for the Company, a favorable opinion in form and substance  satisfactory
to the Purchasers as to all matters specified in Exhibit E hereto and such other
matters  incident to the transaction  herein  contemplated as the Purchasers may
reasonably request.

          (c) The  Purchasers  shall have received  from their special  counsel,
Faegre & Benson, a favorable  opinion in form and substance  satisfactory to the
Purchasers,  as to such matters incident to the transaction herein  contemplated
as the Purchasers may reasonably request.

          (d) The  Purchasers  shall  have  received a Uniform  Commercial  Code
Search  and  judgment  and tax  lien  searches  against  the  Company  and  each
Subsidiary  from the States of Ohio and every other state as the  Purchasers may
reasonably  request,  dated as of a date no more than  fifteen days prior to the
Closing Date,  certified by a reporting service  satisfactory to the Purchasers,
and disclosing no liens other than those  permitted under paragraph 5(h) of this
Agreement.

          (e) The Company shall have provided the Purchasers  with copies of all
approvals  from the Public  Utilities  Commission of Ohio and any other state or
federal  governmental  agency or agencies  from whom  regulatory  approvals  are
necessary for the consummation of all of the transactions contemplated hereby.

          (f)  Neither  the Company  nor any  Subsidiary  shall have  suffered a
material  adverse  change in  financial  condition,  nor shall  there  exist any
material action,  suit or proceeding pending, or to the knowledge of the Company
threatened,  against the Company nor any Subsidiary  which, if decided adversely
to the Company or any  Subsidiary,  would have a materially  adverse effect upon
the Company or any Subsidiary or upon any of their businesses or properties.

          (g) All  proceedings  to be taken in connection  with the  transaction
contemplated  by this  Agreement  and all  documents  incident  thereto shall be
satisfactory  in form and substance to the  Purchasers and their counsel and the


                                       13
<PAGE>

Purchasers  shall have received copies of all documents which the Purchasers may
reasonably request.

     7. DEFAULTS.  If one or more Events of Default shall occur, that is to say,
if

          (a) default shall be made in the punctual  payment of the principal of
or  premium,  if  any,  on  any  of the  Notes  when  due,  whether  by  regular
installment, upon prepayment, by acceleration, at maturity or otherwise; or

          (b)  default  shall  have been  made in the  punctual  payment  of any
interest  on any of the Notes when due,  whether by  regular  installment,  upon
prepayment,  by  acceleration  at maturity or otherwise,  and such default shall
have continued for a period of five days; or

          (c) the Company or any Subsidiary defaults in any payment of principal
of or interest on any other  obligation  for borrowed money beyond any period of
grace  provided  with  respect  thereto  or in  the  performance  of  any  other
agreement,  term or condition  contained in any  agreement  under which any such
obligation  is created if the effect of such default is to cause,  or permit the
holder or holders of any  obligation of the Company or any  Subsidiary in excess
of $1,000,000 (or a trustee on behalf of such holder or holders) to cause,  such
obligation to become due prior to its stated maturity; or

          (d) an order for relief  shall be entered  in any  Federal  Bankruptcy
proceeding in which the Company or any Subsidiary is the debtor;  or bankruptcy,
receivership,  insolvency,  reorganization,  relief, dissolution, liquidation or
other similar  proceedings  shall be instituted by or against the Company or any
Subsidiary  or all or any part of the property of the Company or any  Subsidiary
under the Federal  Bankruptcy  Code or any other law of the United States or any
bankruptcy or insolvency law of any state of competent jurisdiction; or

          (e) the  Company or any  Subsidiary  shall have  become  insolvent  or
unable to pay its debts as they mature, cease doing business as a going concern,
make an assignment for the benefit of creditors,  admit in writing its inability
to pay its debts as they  become due,  or if a trustee,  receiver or  liquidator
shall be  appointed  for the Company or any  Subsidiary  or for any  substantial
portion of the assets of the Company or any Subsidiary; or

          (f) default  shall be made in the  performance  or  observance  of any
covenant contained in paragraph 5 of this Agreement; or

          (g) default  shall be made in the  performance  or  observance  of any
other of the terms,  covenants or conditions of this  Agreement and such default
shall  continue for a period of thirty days after written  notice  thereof shall
have been given by the holders of Notes to the Company; or

          (h) final  judgments  or orders for the  payment of money in excess of
$1,000,000  in the  aggregate  shall be  rendered  against  the  Company  or any
Subsidiary and such judgments or orders shall remain  unsatisfied,  unstayed and


                                       14
<PAGE>

unbonded  for a period of 30 days  after the date such  judgments  or orders are
required to be paid; or

          (i) if any  representation or warranty  contained in this Agreement or
in any other  document  supplied  to the  holders of Notes by the Company or its
Subsidiary in connection with this transaction proves to be false as of the time
this  Agreement  was made  (provided  that,  if the Company shall have given the
holders of the Notes written notice that any such representation or warranty was
false at the time this Agreement was made, which notice shall describe the facts
giving  rise to the  breach  of any such  representation  or  warranty,  and the
holders of the Notes  shall not have  declared  an Event of  Default  under this
clause (i) based on the  information  contained  in the notice  from the Company
within  sixty (60) days of such  notice,  then the holders of the Notes shall be
deemed to have  waived any Event of Default  under this  clause (i) based on the
information  contained in the notice from the  Company),

then  the  holder  of the Note if only one  Note  shall be  outstanding,  or the
holders of at least  two-thirds  of the principal  amount of the Notes,  if more
than one Note shall be  outstanding,  may at its or their  option,  by notice in
writing to the  Company,  declare the Note or all of the Notes,  as the case may
be, to be forthwith due and payable and thereupon the Note, or all of the Notes,
shall be and become due and payable,  together with interest accrued thereon and
the premium  specified in paragraph 2(a) hereof (whether or not prepayment would
then be permitted by said paragraph  2(a)) (provided that if an Event of Default
results from the filing of a voluntary or involuntary petition in any bankruptcy
proceeding  in which the  Company or any  Subsidiary  is the  debtor,  the Notes
thereupon  shall  immediately  become due and  payable,  with  interest  accrued
thereon and the  premium  specified  in  paragraph  2(a) hereof  (whether or not
prepayment would then be permitted by said paragraph  2(a)),  without any notice
from the  holders of the Notes or  otherwise),  and the holder or holders of the
Note or Notes may take any action or  proceeding at law or in equity which it or
they deem advisable for the protection of its or their  interests to collect and
enforce  payment,  and the  Company  shall  pay all  expenses,  court  costs and
reasonable  attorneys'  fees incurred in  connection  with or arising out of any
default hereunder.

     8. PAYMENTS ON AND  REGISTRATION  AND TRANSFER OF NOTES. The Company agrees
that it will make payment of the principal of,  premium,  if any and interest on
the  Notes  by  wire  transfer  of  immediately  available  federal  funds  with
sufficient  information to identify the source and  application of funds to each
of the Purchasers in accordance with the wire transfer instructions set forth in
Appendix I hereto, or to such other accounts or in such other manner as may from
time to time be designated by the holder of a Note,  without  presentment of the
Notes and without the rendering of any bills therefor. The Company shall keep at
its  principal  office a register  in which the  Company  shall  provide for the
registration  of the Notes and of transfers of the Notes (the "Note  Register").
Upon  surrender  of any Note for  transfer  at the  office of the  Company,  the
Company shall execute and deliver,  in the name of the  designated  transferee a
new Note in a  principal  amount  equal to the unpaid  principal  amount of, and
dated the date to which interest has been paid on, the Note so surrendered. When
a Note shall be presented or surrendered for transfer it shall be duly endorsed,
or be  accompanied  by a written  instrument of transfer duly  executed,  by the
holder thereof or his attorney duly authorized in writing. The Company may treat
the  person in whose name the Note is  registered  on the Note  Register  as the


                                       15
<PAGE>

owner of the Note for the  purpose  of  receiving  payment of  principal  of and
interest on the Note and for all other  purposes  and the  Company  shall not be
affected by notice to the contrary.

     9. EXPENSES.  The Company agrees,  whether or not the purchase of the Notes
herein  contemplated  shall  be  consummated,  to pay and  save  the  Purchasers
harmless against liability for the payment of all out-of-pocket expenses arising
in connection with this transaction  including any documentary  stamp taxes (and
including interest and penalties, if any), which may be determined to be due and
payable  with  respect to the  execution  and  delivery  of the  Notes,  and the
reasonable  fees and  expenses of counsel to the  Purchasers.  The Company  also
agrees to pay, and to save the  Purchasers  harmless  against  liability for the
payment of, the  reasonable  fees and expenses of counsel to the  Purchasers  in
connection with any documentation and related services arising after the Closing
Date in  connection  with  the  preparation  of  waivers  or  amendments  of any
provisions of this Agreement and the Notes.  In addition,  the Company agrees to
pay, and to save the holders of the Notes  harmless  against,  all  brokerage or
finders fees incurred in the transaction contemplated by this Agreement.

     10.  DELIVERY OF DOCUMENTS,  PRO RATA  PAYMENTS,  AMENDMENTS  AND CONSENTS.

          (a)  Delivery  of  Documents.  All  notices,  certificates,  requests,
statements  and other  documents  required or  permitted  to be delivered to the
Purchasers  or the  holders  of  Notes by any  provision  hereof  shall  also be
delivered to each holder of a Note.

          (b)  Pro  Rata  Payments.   All  interest  payments  and  payments  or
prepayments  of  principal  shall be made  and  applied  pro  rata on all  Notes
outstanding in accordance with the respective  unpaid principal amounts thereof;
provided that any prepayment  pursuant to paragraph 2(b) hereof shall be applied
in accordance with the provision thereof.

          (c)  Amendments and Consents.  The registered  holder or holders of at
least  two-thirds  of the  unpaid  principal  amount  of the  Notes  at the time
outstanding  may by agreement  with the Company  amend this  Agreement,  and any
consent,  notice,  request or demand  required or  permitted  to be given by the
Purchasers  or the  holders  of the  Notes  by any  provision  hereof  shall  be
sufficient  if given by the  holder or  holders  of at least  two-thirds  of the
unpaid principal amount of Notes at the time  outstanding  except that,  without
the  written  consent of the  holders of all Notes at the time  outstanding,  no
amendment to this Agreement  shall extend the maturity of any Note, or alter the
rate of interest or any premium  payable with respect to any Note, or affect the
amount of any required  prepayments,  or reduce the  proportion of the principal
amount of the Notes required with respect to any consent.

     11. INVESTMENT PURPOSE.  Each Purchaser  represents that its acquisition of
the  Notes  by it  will be for  investment  and not  with a view  to  resale  in
connection with any distribution thereof, it being understood, however, that the
disposition of the property of each  Purchaser  shall at all times be within its
control.



                                       16
<PAGE>

     12.  DEFINITIONS.  For purposes of this Agreement the following terms shall
have the following meanings:

     "Capitalized Lease Obligations" shall mean lease payment  obligations under
leases that are required to be capitalized under generally  accepted  accounting
principles.

     "Closing Date" shall have the meaning set forth in paragraph l(a).

     "Consolidated  Adjusted  Net Worth" shall mean  Consolidated  Stockholders'
Equity less goodwill and other intangible assets created after the Closing Date.

     "Consolidated Funded Debt" shall mean, as of any date, the aggregate amount
of  all  Funded  Debt  of the  Company  and  its  Subsidiaries  determined  on a
consolidated basis in accordance with generally accepted  accounting  principles
consistent  with those  followed  in  preparation  of the  financial  statements
referred to in paragraph 3(e).

     "Consolidated  Net Income (Net Loss)" shall mean,  for any period,  the net
after-tax  income  (or  net  loss)  of the  Company  and its  Subsidiaries  on a
consolidated basis determined in accordance with generally  accepted  accounting
principles  consistent  with those  followed  in  preparation  of the  financial
statements referred to in paragraph 3(e),  excluding (i) extraordinary gains and
losses  (including  the  annual  charges  to  earnings  required  by FASB 106 in
connection  with the  recognition  of  post-retirement  benefits),  and (ii) any
equity  interest of the Company in the  unremitted  earnings of any  corporation
which is not a Subsidiary.

     "Consolidated  Net Income  Available for Fixed Charges" shall mean, for any
period,  Consolidated  Net Income for such period,  plus (i) all  deductions for
taxes levied in respect of income deducted in computing  Consolidated Net Income
for such period,  and (ii) Fixed Charges deducted in computing  Consolidated Net
Income for such period.

     "Consolidated  Stockholders' Equity" shall mean Consolidated  Stockholders'
Equity of the Company and its Subsidiary determined in accordance with generally
accepted accounting principles, plus the one time charge to earnings (net of any
tax  benefits)  associated  with  the  recognition  of  post-retirement  benefit
obligations pursuant to FASB 106.

     "Consolidated Total Assets" shall mean, as of any date, the total amount of
all assets of the  Company and its  Subsidiaries  determined  on a  consolidated
basis in accordance with generally accept accounting  principles consistent with
those  followed  in  preparation  of the  financial  statements  referred  to in
paragraph 3(e).

     "Consolidated  Total  Capitalization"  shall  mean the sum of  Consolidated
Adjusted Net Worth and Funded Debt.

     "Cumulative Consolidated Net Income" shall mean the excess, if any, of:



                                       17
<PAGE>

               (i) the sum of (A)  Consolidated  Net  Income,  if any,  for each
          completed  fiscal year of the Company  commencing on or after December
          31, 1992 and (B) Consolidated  Net Income,  if  any, for any completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company; over

               (ii)  the sum of (A)  Consolidated  Net  Loss,  if any,  for each
          completed  fiscal year of the Company  commencing on or after December
          31, 1992 and (B)  Consolidated  Net Loss,  if any,  for any  completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company.

     "Cumulative Consolidated Net Loss" shall mean the excess, if any, of:

               (i) the sum of (A)  Consolidated  Net  Loss,  if  any,  for  each
          completed  fiscal year of the Company  commencing on or after December
          31, 1992 and (B)  Consolidated  Net Loss,  if any,  for any  completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company; over

               (ii) the sum of (A)  Consolidated  Net Income,  if any,  for each
          completed  fiscal year of the Company  commencing on or after December
          31, 1992 and (B)  Consolidated  Net Income,  if any, for any completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company.

     "Debt" shall mean (i)  indebtedness  for borrowed money or for the deferred
purchase price of property or services, including without limitation Capitalized
Lease Obligations,  but excluding trade accounts payable and accrued liabilities
arising  in the  ordinary  course  of  business,  (ii)  any  other  indebtedness
evidenced by a promissory note or other instrument, (iii) the face amount of all
letters of credit issued for the account of any Person and, without  duplication
all drafts drawn  thereunder,  (iv) any  indebtedness  for borrowed money or the
deferred  purchase  price  of  property  or  services  secured  by a lien on any
property of any Person,  whether or not such indebtedness has been assumed,  and
(v) guaranties or other contingent obligations for any indebtedness described in
clauses (i) through (iv).

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974 and
the regulations adopted pursuant thereto.

     "ERISA  Affiliate"  shall  mean  each  trade or  business  (whether  or not
incorporated) which,  together with the Company,  would be deemed to be a single
employer within the meaning of Section 4001(b)(1) of ERISA.

     "Event of Default" shall have the meaning set forth in paragraph 7.

     "Existing Lines of Business" shall mean operations in the voice,  video and
data communications industry.



                                       18
<PAGE>

     "Fair Market Value" shall mean, as of any date, the average of the high and
low prices of the sales on all exchanges on which the Company's Voting Stock may
at the  time be  listed,  or,  if  there  shall  have  been no sales on any such
exchange on any such day,  the average of the bid and asked prices at the end of
such day, or, if the Voting Stock shall not be so listed, the average of the bid
and asked  prices at the end of the day in the  over-the-counter  market in each
case averaged over a period of 20 consecutive business days prior to the date as
of which  "Fair  Market  Value" is being  determined.  If at any time the Voting
Stock  of  the  Company  is  not  listed  on  any  exchange  or  quoted  in  the
over-the-counter  market, the "Fair Market Value" shall be deemed to be the book
value thereof as determined  by reference to the most recent  audited  financial
statements delivered to the holders of the Notes pursuant to paragraph 4(f).

     "Fixed  Charges"  shall mean,  for any period,  all  consolidated  interest
expense on all Debt and all rental expense on all operating  leases  deducted in
computing Consolidated Net Income for such period, determined in accordance with
generally  accepted  accounting  principles  consistent  with those  followed in
preparation of the financial statements referred to in paragraph 3(e).

     "Funded  Debt" shall mean any Debt payable more than one year from the date
of its  creation  (or which is  renewable at the option of the obligor to a date
more than one year from the date of its creation), including the current portion
thereof,  which under generally accepted  accounting  principles is shown on the
balance  sheet as a  liability,  including  but not  limited to the  Notes,  any
Capitalized Lease Obligations,  and any guarantee with respect to Funded Debt of
another person.

     "Margin  Stock"  shall have the  meaning  ascribed  to that term in Section
207.2(i)  of  Regulation  G (12 CFR Part 207) of the Board of  Governors  of the
Federal Reserve Board.

     "Note Register" shall have the meaning set forth in paragraph 8.

     "Note" or  "Notes"  shall have the  meaning  set forth in  paragraph  l(a).

     "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation  established
under ERISA, or any successor thereto.

     "Permitted Investments" shall mean (i) investments in direct obligations of
the United States government  maturing within one year from the date of purchase
thereof;  (ii)  certificates  of  deposit,  repurchase  agreements,  and bankers
acceptances with final maturities of one year or less issued by U.S.  commercial
banks having capital and surplus  aggregating not less than $100,000,000;  (iii)
if so permitted by law,  savings  deposits in national banks and federal savings
and loan associations having capital stock and surplus aggregating not less than
$100,000,000,  provided that the  aggregate of all such savings  deposits at any
one bank or savings and loan association  shall not exceed $150,000 at any time;
(iv) commercial paper rated A-1 or P-1 by recognized rating services;  (v) money
market preferred stock rated "A" or above by recognized  rating  services;  (vi)
tax exempt,  floating  rate option  tender  bonds,  backed by a letter of credit
issued  by a bank  rated AA by  Standard  & Poor's  or Aa by  Moody's  Investors


                                       19
<PAGE>

Service,  (vii)  loans by the  Company to  Subsidiaries  engaged  in  businesses
similar  to the  Company's  Existing  Lines  of  Business  constituting  general
obligations  of  such  Subsidiaries,  provided  such  obligations  shall  not be
subordinated  to any other  obligations of any  Subsidiary;  (viii) loans by any
Subsidiary to the Company;  (ix) equity  investments in Subsidiaries  engaged in
businesses similar to the Company's Existing Lines of Business;  (x) investments
in assets related to the Company's  Existing Lines of Business;  (xi) subject to
compliance by the Company with the  requirements of paragraph 4(n),  investments
by the Company in its capital stock in a maximum  aggregate amount (exclusive of
investments permitted by clause (xiii)) of $5,000,000;  (xiv) repurchases by the
Company of its capital stock owned by the estate of a deceased  shareholder with
the proceeds of life  insurance on the life of such deceased  shareholder;  (xv)
travel  and  expense  advances  of the  Company  and its  Subsidiaries  to their
respective officers and employees in the ordinary course of business;  and (xvi)
other existing investments set forth in Exhibit D hereto.

     "Person"  shall  mean  an  individual,  partnership,  corporation,  limited
liability  company,  trust or  unincorporated  organization,  or a government or
agency or political subdivision thereof.

     "Plan"  shall mean any  employee  pension  benefit or other plan within the
meaning  of Section  3(2) of ERISA  that is subject to Title IV of ERISA,  other
than any "multiemployer plan" within the meaning of Section 3(37) of ERISA.

     "Prohibited  Transaction"  shall have the  meaning  set forth in  paragraph
2(b).

     "Purchaser"  or  "Purchasers"  shall  have  the  meaning  set  forth in the
preamble.

     "Restricted  Investments"  shall mean (i) any  investments  in the stock or
securities of any Person,  (ii) any loans or advances to or  investments  in any
Person,  (iii)  any  guaranty  of the  obligations  of any  Person,  or (iv) any
investment  in or  acquisition  of any assets,  other than any of the  foregoing
which constitute Permitted Investments.

     "Restricted Payments" shall mean (i) payment or declaration of any dividend
or any other  distribution  on account of any class of stock  (including  in the
term "stock" any warrant or option or other right to purchase  such stock of the
Company or any  Subsidiary)  of the  Company or any  Subsidiary,  excluding  any
distribution  which may be  payable  solely in common  stock of the  corporation
making the  distribution,  (ii) direct or indirect  redemptions,  purchases,  or
other   acquisitions  of  shares  of  stock  except  for  any  such  redemptions
constituting  Permitted  Investments,  and (iii) any optional  prepayment by the
Company  or any  Subsidiary  of any  Subordinated  Debt  of the  Company  or any
Subsidiary.

     "Senior  Debt"  shall  mean all  Funded  Debt  which  does  not  constitute
Subordinated Debt.



                                       20
<PAGE>

     "Subordinated  Debt" shall mean all Debt which is expressly  subordinate in
right of  payment  pursuant  to its  terms to the  Notes,  whether  or not it is
subordinated to other indebtedness of the Company.

     "Subsidiary"  or  "Subsidiaries"  shall  mean the  corporations  listed  on
Exhibit B hereto, and any other corporation or corporations more than 50% of the
outstanding  capital stock of every class of which is hereafter owned,  directly
or indirectly, by the Company.

     "Total  Capitalization" shall mean, as of any date, the sum of Consolidated
Adjusted Net Worth and Funded Debt.

     "Treasury Yield Percentage" shall mean, as of any date, (i) the most recent
weekly  average  yield on actively  traded U.S.  Treasury  obligations  having a
constant  maturity  equal to the average life of the  payments of principal  and
interest  that are avoided by any  prepayment  as determined by reference to the
week-ending figures published in the most recent Statistical Release which shall
have become  available  at least two  business  days prior to the date fixed for
prepayment,  or  (ii)  if a  Statistical  Release  is not  then  published,  the
arithmetic  average  (rounded  to the nearest  .01%) of the per annum  yields to
maturity for each business day during the week ending at least two business days
prior to the date as of which such  determination  is made, of all the issues of
actively traded marketable United States Treasury fixed interest rate securities
with a constant  maturity  equal to, or not more than 30 days  longer or 30 days
shorter than the average life of the payments of principal and interest that are
avoided  by  any  prepayment   (excluding  all  such  securities  which  can  be
surrendered  at the option of the holder at face value in payment of any Federal
estate tax, which provide for tax benefits to the holder or which were issued at
substantial  discount) as  published in The Wall Street  Journal or, if The Wall
Street Journal shall cease such  publication,  based on average asked prices (or
yields) as quoted by each of three United States government  securities  dealers
of recognized  national  standing  selected by the holders of the Notes.  If the
average life of the payments of principal  and interest  that are avoided by any
prepayment is not equal to the constant maturity of a U.S.  Treasury  obligation
for which a weekly  average  yield is  published or quoted,  the Treasury  Yield
Percentage  shall  be  calculated  by  linear   interpolation  (to  the  nearest
one-twelfth  of a year) from the most recent weekly  average  yields of actively
traded U.S. Treasury  obligations for which such yields are published or quoted;
provided,  however,  that if the average life of the  payments of principal  and
interest that are avoided by any  prepayment is less than one year, the Treasury
Yield  Percentage  shall equal the most recent weekly average yield published or
quoted on actively traded U.S. Treasury  obligations with a constant maturity of
one year.

     "Voting  Stock"  shall  mean  capital  stock of any class or  classes  of a
corporation  having power under ordinary  circumstances  to vote for election of
members of the board of directors  of such  corporation,  or persons  performing
similar functions.

     13. SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations  and
warranties  contained  herein or made in  writing by the  Company in  connection
herewith  shall survive the execution and delivery of this  Agreement and of the
Notes.



                                       21
<PAGE>

     14. SUCCESSORS AND ASSIGNS.  All covenants and agreements in this Agreement
contained  by or on behalf of any of the parties  hereto shall bind and inure to
the benefit of the  respective  successors  and  assigns of the  parties  hereto
whether so expressed or not.

     15.  NOTICES.  All  communications  provided for hereunder shall be sent by
first class mail and, if to the  Purchasers,  addressed to the Purchasers at the
notice address listed on Appendix I hereto, and if to the Company,  addressed to
The Chillicothe Telephone Company, 68 East Main Street, Chillicothe, Ohio 45601,
Attention:  Mr. Jack E.  Thompson,  or to such other address with respect to any
party as such shall notify the other parties in writing.

     16.  GOVERNING LAW. This Agreement is being delivered and is intended to be
performed  in the State of  Minnesota,  and shall be  construed  and enforced in
accordance with the laws of such State.

     17. COUNTERPARTS.  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which shall be an original,  but all of which shall
constitute but one agreement.

     18.  CAPTIONS.  The captions in this Agreement are for convenience only and
shall not be considered in the interpretation of any of the provisions hereof.


                            THE BALANCE OF THIS PAGE
                            INTENTIONALLY LEFT BLANK



                                       22
<PAGE>

     If the Purchasers are in agreement with the foregoing, please sign the form
of acceptance on the enclosed  counterpart of this letter and return the same to
the undersigned. Upon acceptance by all the Purchasers, this letter shall become
a binding agreement between the Purchasers and the undersigned.

                                Very truly yours,

                                THE CHILLICOTHE TELEPHONE COMPANY


                                By: /s/ Thomas McKell
                                    -----------------------------
                                Its: President
                                    -----------------------------


The foregoing Agreement is accepted
as of the date first above written

NORTHERN LIFE INSURANCE COMPANY

By:  /s/ Mark S. Jordahl
     -----------------------------
Its: Assistant Treasurer
     -----------------------------


NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY

By: /s/ Mark S. Jordahl
    ------------------------------
Its: Authorized Representative
    ------------------------------



                                       23
<PAGE>
                                                                      APPENDIX I

                                   PURCHASERS

NAME AND NOTICE ADDRESS                   WIRE TRANSFER INSTRUCTIONS
-----------------------                   --------------------------

NORTHERN LIFE INSURANCE COMPANY           First National Bank, N.A./Mpls.
c/o Washington Square Capital, Inc.       601 2nd Avenue South
100 Washington Square                     Acct. #1602-3237-6105
Suite 800                                 Bank ABA #091000022
Minneapolis, Minnesota 55401-2147         ATTN:  Securities Accounting
Attention:  Private Placements            Ref:  Issuer, Cusip, Coupon & Maturity


NORTHWESTERN NATIONAL LIFE.               First National Bank, N.A./Mpls.
INSURANCE COMPANY                         601 2nd Avenue South
c/o Washington Square Capital, Inc.       Acct. #1102-4001-4461
100 Washington Square                     Bank ABA #091000022
Suite 800                                 ATTN:  Securities Accounting
Minneapolis, Minnesota 55401-2147         Ref:  Issuer, Cusip, Coupon & Maturity
Attention:  Private Placements



<PAGE>

                                                                     APPENDIX II

                               ALLOCATION OF NOTES

PURCHASER                                                   PRINCIPAL AMOUNT
---------                                                   ----------------

Northern Life Insurance Company                                  $6,000,000

Northwestern National Life Insurance Company                     $4,000,000
                                                                 ----------
                                                                $10,000,000



<PAGE>
                                                                   SCHEDULE 3(d)

                                LEGAL PROCEEDINGS


     On January 3, 1989,  the Company  received a "PRP"  notice  letter from the
U.S. EPA under Section  104(e) of CERCLA  requesting  information  regarding the
United  Scrap  Lead Site in Troy,  Ohio (the  "Site").  The  Company's  response
indicated that its only indirect  involvement with the Site was that it had sold
a small amount of scrap  material to an  identified  scrap dealer over a several
year period.  The Company is aware that in July, 1991, the U.S. EPA filed a suit
to recover  response  costs at the Site  against  ten PRPs.  The Company was not
named as a defendant  and has not received  any further  notices or requests for
information from the U.S. EPA since 1989.


<PAGE>
                                                                       EXHIBIT A


     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMIENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
         COMPLIANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

                       THE CHILLICOTHE TELEPHONE COMPANY
                                6.47% SENIOR NOTE

$________________                                              November __, 19__

     FOR VALUE RECEIVED, the undersigned, THE CHIILLICOTHE TELEPHONE COMPANY, an
Ohio    corporation    (the    "Company"),    hereby    promises   to   pay   to
_____________________  or  registered  assigns by wire  transfer of  immediately
available Federal funds to ______________________ with sufficient information to
identify the source and  application  of funds,  or to such other  account or in
such other manner as the holder of this Note shall  specify by notice in writing
to the  Company,  in lawful money of the United  States,  the  principal  sum of
_______________________  DOLLARS  ($__________) in five consecutive equal annual
installments in the amount of $_________________ each on the 1st day of November
in each of the years 2001 through 2005,  inclusive,  and to pay interest in like
money on the  unpaid  principal  balance  hereof  at the rate of 6.47% per annum
(provided  that  solely for the  purpose of  determining  the  portion of annual
interest  allocable to any interest  payment period,  it shall be assumed that a
year is  comprised of 360 days and twelve  30-day  months) from the date hereof,
payable  semi-annually  on the  1st  day of  November  and  May  in  each  year,
commencing May 1, 1994,  and  continuing  until payment in full of the principal
amount of this Note.

     Any payment of principal or (to the extent  permitted  by  applicable  law)
interest  on this  Note not paid  when  due,  whether  at  stated  maturity,  by
acceleration  or otherwise,  shall  thereafter bear interest at a rate per annum
equal to 8.47%  (provided  that in no event  shall such rate  exceed the maximum
rate permitted by law).

     This Note is issued pursuant to a Note Purchase Agreement (the "Agreement")
entered into among the Company, Northern Life Insurance Company and Northwestern
National Life  Insurance  Company dated as of November 1, 1993 and is subject to
optional and mandatory prepayment, in whole or in part, in the amounts, upon the
notice,  with the  premium,  and  subject  to the  conditions  specified  in the
Agreement.

     As provided in the Agreement,  this Note is  transferable  only on the Note
Register  of the  Company,  upon  surrender  of this  Note  for  transfer,  duly
endorsed,  or accompanied  by a written  instrument of transfer duly executed by
the  registered  holder hereof or his attorney duly  authorized in writing.  The
Company may treat the person in whose name this Note is  registered as the owner
hereof for the purpose of receiving payment and for all other purposes,  and the
Company shall not be affected by any notice to the contrary.


<PAGE>


     In case an Event of Default, as defined in the Agreement,  shall occur, the
principal  of this Note may be  declared  due and payable in the manner and with
the effect provided in the Agreement.

     This Note shall be governed by and construed in accordance with the laws of
the State of Minnesota.

                           THE CHILLICOTHE TELEPHONE COMPANY


                           By:
                               ----------------------------------
                           Its:
                                ---------------------------------
<PAGE>
                                                                       EXHIBIT B

                                  SUBSIDIARIES


                                                              % of Capital stock
Corporation                        State of Incorporation      owned by Company
-----------                        ----------------------     ------------------

Chillicothe Telephone Company --            Ohio                     100%
  Communications, Inc.

<PAGE>


                                                                       EXHIBIT C

                            EXISTING DEBTS AND LIENS
                             AS OF NOVEMBER 16, 1993
                             -----------------------


Short-Term Debt (1)(2)
---------------

        Note Payable - National City Bank            $3,500,000

Long-Term Debt (l)(3)
--------------
        First Mortgage Bonds Series B                 $1,250,000
        First Mortgage Bonds Series C                 $1,250,000
        First Mortgage Bonds Series D                 $1,500,000
        First Mortgage Bonds Series E                 $1,000,000

        Note Payable - Vendor (1)(2)                  $  758,400

        Industrial Revenue Bonds (2)                  $  100,000

(1)  Will be repaid from proceeds of Senior Notes issuance.
(2)  Unsecured indebtedness.
(3)  Secured by First Mortgage liens and filed UCC financing statements.


Additional Liens
----------------

     NEC America,  Inc. - secures  equipment  purchased from NEC Corporation for
     resale

     NYNEX Credit Company - secures Lease of AS400 Computer System


<PAGE>
                                                                       EXHIBIT D


                         EXISTING RESTRICTED INVESTMENTS
                             AS OF NOVEMBER 16, 1993
                             -----------------------


Chillicothe Long Distance (49%) Owned                                 $48,379
Communications Satellite                                               $1,000
Independent Telecommunications Network                               $250,000
Direct Broadcast Satellite                                         $1,801,169

Guarantee of Chillicothe Long Distance Bank Loans                    $451,200



<PAGE>

                                                                       EXHIBIT E
                     [Squire, Sanders & Dempsey Letterhead]

                                November 16, 1993


To the Purchasers listed
on Schedule I hereto


Ladies and Gentlemen:

     This Letter is  furnished  to you  pursuant to  paragraph  6(b) of the Note
Purchase  Agreement  dated as of  November 1, 1993 (the  "Agreement")  among The
Chillicothe  Telephone  Company,  an Ohio corporation (the "Company"),  Northern
Life Insurance  Company and Northwestern  National Life Insurance  Company (each
individually a "Purchaser" and, collectively,  the "Purchasers") relating to the
issue  and  sale  by  the  Company,  and  the  purchase  by the  Purchasers,  of
$10,000,000 in aggregate  principal  amount of the Company's 6.47% Senior Notes,
due  November 1, 2005 (the  "Notes"),  and is  delivered  to each  Purchaser  in
connection  with its  purchase of its Notes at the  closing  being held this day
under the  Agreement.  Capitalized  terms used herein and not otherwise  defined
herein which are defined in the Agreement  shall have the same meaning as in the
Agreement.  We have  acted as  counsel to the  Company  in  connection  with its
execution  and  delivery  of the  Agreement  and the  authorization,  issue  and
delivery of the Notes.

     The opinions  expressed herein are limited to the laws of the State of Ohio
and the federal laws of the United States of America.

     Our  opinion  expressed  in  paragraph  (iv)  below  as it  relates  to the
enforceability of the Note Purchase  Agreement and the Notes assumes,  with your
consent  that the laws of the State of Minnesota  are  identical in all respects
with the laws of the State of Ohio.

     Our  opinion  expressed  in  paragraph  (viii)  below  is based  upon  each
Purchaser's  continuing  representation that its acquisition of its Notes is for
its own account for  investment  and not with a view to the public  distribution
thereof, as set forth in paragraph 11 of the Agreement.

     In rendering the opinions  expressed herein we have examined such documents
and records and have obtained such  certificates  of officers of the Company and
have made such


<PAGE>


November 16, 1993
Page 2


investigations  of fact and law as we have deemed  necessary  and  relevant as a
basis for the opinions  expressed herein and we have assumed (i) the genuineness
of all signatures  (except for the signatures of officers of the Company);  (ii)
the completeness and authenticity of all documents  submitted to us as originals
and  conformity  with  authentic  originals of all documents  submitted to us as
copies;  and  (iii)  the  due  authorization,  execution  and  delivery  by each
Purchaser  of the  Agreement.  The phrase "to our  knowledge"  and "known to us"
refers to the  knowledge of Squire,  Sanders & Dempsey  attorneys who have given
substantive  attention to such matters  during the course of the  representation
described in the preceding  paragraph  and which  knowledge has been obtained in
that capacity.

     Based upon the foregoing and subject to the limitations  contained  herein,
we are of the opinion that:

          (i)  The  Company  is duly  organized,  validly  existing  and in good
standing under the laws of the State of Ohio and has the corporate  power to own
and operate its properties and to carry on its business and to execute,  deliver
and perform the Note Purchase Agreement and the Notes.

          (ii) The Chillicothe  Telephone  Company -  Communications,  Inc. (the
"Subsidiary") is duly organized, validly existing and in good standing under the
laws of the State of Ohio and has the  corporate  power to own and  operate  its
properties and to carry on its business.

          (iii) The Company and its  Subsidiary  are each duly  qualified  to do
business and are in good standing in each  jurisdiction  where the nature of the
business conducted or property owned by it require such  qualification,  and the
Company and its Subsidiary  have all necessary  licenses and permits to carry on
their businesses in each such jurisdiction.

          (iv)  The  Note  Purchase  Agreement  and the  Notes  have  been  duly
authorized  by all  necessary  corporate  action of the Company,  have been duly
executed and delivered,  and are the legal, valid and binding obligations of the
Company  enforceable  in  accordance  with  their  respective  terms,  except as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium,  fraudulent  transfer and other similar laws of general  application
affecting the rights and remedies of creditors and the  obligations  of debtors,
and by equitable  principles of general application  (regardless of whether such
equitable  principles  are  considered  in an  action  at  law  or  in  equity),
including,  without  limitation  (A) the  possible  unavailability  of  specific
performance, injunctive relief or any other equitable remedy and (B) concepts of
reasonableness, good faith and fair dealing.

          (v) The loans evidenced by the Notes are not usurious under Ohio law.



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November 16, 1993
Page 3


          (vi) The  execution  and delivery by the Company of the Note  Purchase
Agreement and the Notes, or the performance or observance by the Company and its
Subsidiary or any of the terms or  conditions of the Note Purchase  Agreement or
the Notes  will not,  (A)  conflict  with,  or result in a breach of the  terms,
covenants or  provisions  of, or  constitute a default  under,  or result in any
violation  of, or result in the creation of any lien upon any of the  properties
or assets of the  Company or its  Subsidiary  pursuant  to, the  Certificate  of
Incorporation or Code of Regulations of the Company or its Subsidiary, any award
of any  arbitrator,  or any  indenture,  contract or  agreement  (including  any
agreement with stockholders), instrument, order, judgment, decree, statute, law,
rule, or regulations  known to us after  reasonable  investigation  to which the
Company or its Subsidiary is subject,  or (B) require any filing or registration
with,  or any consent or approval of, any Federal,  state or local  governmental
agency or  authority,  except for the  Application  for Consent and Authority to
issue and sell  $10,000,000 of Senior  Unsecured  Notes to the Public  Utilities
Commission  of Ohio which was filed August 25, 1993 and the approval  thereof by
such Commission which was obtained by the Company on October 7, 1993.

          (vii) To our knowledge after reasonable  investigation,  and except as
set forth on  Section  3(d) to the  Agreement,  there are no  actions,  suits or
proceedings  pending or  threatened  against  or  affecting  the  Company or its
Subsidiary,  or any property of the Company or its  Subsidiary,  in any court or
before any  governmental  authority or arbitration  board or tribunal  which, if
decided  adversely  to  the  Company  or  its  Subsidiary,   would  involve  the
possibility of materially and adversely  affecting,  the  properties,  business,
prospects,  profits or condition  (financial or otherwise) of the Company or its
Subsidiary.

          (viii)  The  issuance  sale  and  delivery  of the  Notes  are  exempt
transactions  under the Securities  Act of 1933, as amended,  and do not require
registration under the Securities Act of 1933, as amended,  or the qualification
of an indenture in respect  thereof  under the Trust  Indenture  Act of 1939, as
amended.

          (ix)  No  taxes,   including,   without   limitation,   intangible  or
documentary stamp taxes,  mortgage taxes, transfer taxes or similar charges, are
payable to the State of Ohio (or any political  subdivision  thereof) on account
of the execution and delivery of the Note Purchase  Agreement,  or the Notes, or
the creation of the indebtedness evidenced thereby.

     This opinion letter may not be relied upon by any other person,  other than
the Purchasers and their respective successors,  assigns and transferees, or for
any purpose other than in connection with the  transactions  contemplated by the
Agreement without our prior written consent in each instance.

                                Respectfully submitted,

                                /s/ Squire, Sanders & Dempsey

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                                                       Schedule 1 to Opinion of
                                                       Squire, Sanders & Dempsey


                               LIST OF PURCHASERS
                               ------------------



Northern Life Insurance Company

Northwestern National Life Insurance Company




1352765